INTERNATIONAL SALES CONTRACT FOR

MANUFACTURED GOODS

Part A: INDIVIDUALLY NEGOTIATED TERMS

(based on the models of the ICC and other sources)

1. Seller (name and address of principal = the person or entity for whom the contract is made
AND name and title of authorized representative and/or contact person with phone and fax
numbers)
...................................................................................

2. Buyer (name and address of principal = the person or entity for whom the contract is made
AND name and title of authorized representative and/or contact person with phone and fax
numbers)
...................................................................................

3. Goods sold (description, detailed as may be necessary, in particular if assurances as to

performance or suitability for specific purposes are given, incl. any warranties; quantity sold in
units, weight, volume, as the case may be; specific instructions for packaging, if necessary)
...................................................................................
...................................................................................
...................................................................................

4. Contract price (price per unit, weight or volume; whether price is EXW or includes some
or all freight and insurance charges etc; total contract price; currency, amount in numbers, amount
in letters; whether price is with or without VAT or sales tax)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……..
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……..
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……..
[this is the “contract” price, not the price for the goods alone, i.e. it includes any and all costs which
are at the seller’s charge and compensated by the buyer; alternatively, the seller may want to
stipulate a net price plus costs for shipping, insurance (if C or D term), VAT or sales tax, etc.]

5. Delivery terms (all references to Incoterms 2020)

☐ EXW ex works named place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
☐ FCA free carrier named place . . . . . . . . . . . . . . . . . . . . . . . . . . .
☐ FAS free alongside ship named port of shipment.. . . . . . . . . . . . . . . . .
☐ FOB free on board named port of shipment.. . . . . . . . . . . . . . . . .
☐ CPT carriage paid to named place of destination. . . . . . . . . . . . . . .
☐ CIP carriage and insurance paid to named place of destination. . . . . . . . . . . . . . .
☐ CFR cost and freight named port of destination. . . . . . . . . . . . . . . .

☐ CIF cost insurance and freight named port of destination. . . . . . . . . . . . . . . .

☐ DAT delivered at terminal named place of destination. . . . . . . . . . . . . . .

☐ DAP delivered at place named place of destination. . . . . . . . . . . . . . .

☐ DDP delivered duty paid named port of destination. . . . . . . . . . . . . . . .

☐ other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ….

6. Carrier
a. Name and address of first carrier [in seller’s country] (if applicable) (with name and title
of authorized representative and/or contact person with phone and fax numbers)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……
b. Name and address of main carrier (with name and title of authorized representative
and/or contact person with phone and fax numbers)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……
c. Name and address of third carrier [in buyer’s country] (if applicable) (with name and
title of authorized representative and/or contact person with phone and fax numbers)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……
7. Time of delivery (time, day, week and/or month during which seller must perform his
delivery obligations according to above delivery terms. Warning if time is of the essence for the
buyer, which means that any delay by seller can be a fundamental breach.)
..........................................................................

8. Inspection of the goods (depending on the type of goods and customs in the industry a
standard for the inspection may have to be provided or referred to)
☐ by the buyer

☐ before shipment time and place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

☐ other time and place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

☐ by the following third party

at the expense of .. . . . . . . . . . . . . . . . . . . . . . . . . . .
............................................................ time and place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9. Retention of title
☐ Yes until. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

☐ No

10. Payment conditions

☐ Payment in advance (= before controlling documents are sent to buyer)

Date .............................. ☐ Total price ☐ ………% of total price

Account ......................... Holder ..........................
Bank ..........................................
☐ Payment on open account backed by standby Letter of Credit (= payment after controlling
documents are sent to buyer)
Time for payment .................. days from date of invoice
Account ......................... Holder ..........................
Bank (Seller) ..........................................
Account ......................... Holder ..........................
Bank (Buyer) ..........................................
☐ Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …...
In case of delayed payment by buyer, a late fee of …………..% per week.

11. Documents [this should conform to the selected Incoterm and Letter of Credit]
a. Documents to be provided by the seller
☐ Transport documents, namely . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……

☐ Commercial invoice ☐ Packing list

☐ Certificate of origin ☐ Certificate of inspection by . . . . . . . . . . . . ...........

☐ Export license ☐ Import license

☐ Insurance document ☐ Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......

b. Documents to be provided by the buyer
☐ Transport documents, namely . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …

☐ Commercial invoice ☐ Packing list

☐ Certificate of origin ☐ Certificate of inspection by . . . . . . . . . . . . . . ……

☐ Export license ☐ Import license

☐ Insurance document ☐ Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..…….

12. Cancellation date

If the goods are not delivered for any reason whatsoever (including force majeure)
by ……………………………[date] the buyer is entitled to cancel the contract immediately by
notification to the seller.

13. Liability for delay by seller

Liquidated damages for delay in delivery shall be
☐ ……………% of price of delayed goods per week,
with a maximum of ……..% of delayed goods
☐ specific amount ..................... currency ................
In case of termination for delay (points 7 and 12), seller’s liability for damages for delay shall be
limited to
 ☐ % of price of delayed goods

☐ specific amount ..................... currency ................

14. Time-bar
☐ Buyer has to inspect goods immediately upon arrival and notify any lack of conformity in
the time and place of delivery, quality or quantity of the goods, or any accompanying documents
within…………………[hours/days] of arrival. Any non-conformity that was undetectable upon
arrival has to be notified within………………… [hours/days] of discovery and in any case no
later than………………… [weeks/months/years] of arrival.
☐ Before any action for non-conformity of the goods is taken, the buyer has to notify the
seller and provide an opportunity for the seller to cure the lack of conformity.
☐ Any action for non-conformity of the goods must be taken by the buyer not later
than ………………… [days] from the date of arrival of the goods at the destination.

15. Applicable law

☐ This sales contract shall be governed by the CISG. Any questions not covered by the CISG
shall be governed by the domestic law of ..................................
☐ This sales contract shall be governed by the domestic law
of…………………………without CISG
☐ This sales contract shall be governed by ...................................................................... Any
questions not covered by this international set of rules shall be governed by the domestic law
of ..................................

16. Resolution of disputes

☐ Any disputes related to this contract shall be subject to arbitration
☐ ICC at (place)

☐ other arbitral tribunal (ad hoc or institutional) .........................................

The number of arbitrators shall be ........................................................................
The language of the arbitration shall be ................................................................
 ☐ The parties shall not resort to arbitration unless good faith attempts to resolve the
dispute with the help of a mediator have not produced a satisfactory result within weeks.
☐ Any disputes related to this contract shall be subject to litigation in the ordinary courts
of …………. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17. Additional specifications agreed upon between the seller and the buyer
☐ Applicability of our General Conditions of Sale (see below pp. 5-8) to the extent they are
compatible with the specific agreements on pp. 1-4
☐ other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ……..

18. Merger clause

☐ This is the entire agreement between the parties and supersedes any communications,
negotiations, and agreements with respect to its subject matter prior to its conclusion. Any
subsequent agreements and modifications must be in writing and signed by duly authorized
representatives of both parties.
☐ other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Seller’s signature Buyer’s signature

Part B: GENERAL CONDITIONS
based on ICC General Conditions of Sale (Manufactured Goods Intended for Resale)

Article 1: General
1. These General Conditions are intended to supplement the Specific Conditions (pages 1-4
of the present contract). In case of contradiction between these General Conditions and any
Specific Conditions agreed upon between the parties, the specific conditions shall prevail.
2. Any questions relating to this contract which are not expressly or implicitly settled by the
provisions contained in the contract itself (i.e. these General Conditions and any specific
conditions agreed upon by the parties) shall be governed under the Vietnamese law.
3. Any reference made to trade terms (such as EXW, FCA, etc. ) is deemed to be made to the
relevant term of the INCOTERMS published by the International Chamber of Commerce.
4. Any reference made to a publication of the International Chamber of Commerce is deemed
to be made to the version current at the date of conclusion of the Contract.
5. No modification of the Contract is valid unless agreed or evidenced in writing. However,
a party may be precluded by his conduct from asserting this provision to the extent that the other
party has relied on that conduct.

Article 2: Characteristics of the goods

1. It is agreed that any information relating to the goods and their use, such as weights,
dimensions, capacities, prices, colors and other data contained in catalogues, prospectuses,
circulars, websites, advertisements, illustrations, price-lists of the Seller, shall not take effect as
terms of the contract unless expressly referred to in the Contract.
2. Unless otherwise agreed, the Buyer does not acquire any property rights in software,
drawings, etc. which may have been made available to him. The Seller also remains the exclusive
owner of any intellectual or industrial property rights relating to the goods.

Article 3: Inspection of the goods before shipment

If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller
must notify the Buyer within a reasonable time before the shipment that the goods are ready for
inspection at the agreed place.
Article 4: Price
1. If no price has been agreed, the Seller' s current list price at the time of the conclusion of
the Contract shall apply. In the absence of such a current price, the price generally charged for
such goods at the time of the conclusion of the Contract shall apply.
2. Unless otherwise agreed in writing, the price does not include VAT, and is subject to price
adjustment according to the exchange rate on the date of contract signing.
3. The price indicated under A-4 (contract price) includes any costs which are at the Seller' s
charge according to this Contract. However, should the Seller bear any costs which, according to
this Contract, are for the Buyer' s account (e.g. for transportation or insurance under EXW or FCA),
such sums shall not be considered as having been included in the price under A-2 and shall be
reimbursed by the Buyer.

Article 5: Payment conditions

1. Unless otherwise agreed in writing, or implied from a prior course of dealing between the
parties, payment of the price and of any other sums due by the Buyer to the Seller shall be on open
account and time of payment shall be 30 days from the date of invoice. The amounts due shall be
transferred, unless otherwise agreed, by teletransmission to the Seller' s bank in the seller’s country
for the account of the Seller and the Buyer shall be deemed to have performed his payment
obligations when the respective sums due have been received by the Seller' s bank in immediately
available funds.
2. If the parties have agreed on payment in advance, without further indication, it well be
assumed that such advance payment, unless otherwise agreed, refers to the full price, and that the
advance payment must be received by the Seller' s bank in immediately available funds at least 30
days before the agreed date of delivery or the earliest date within the agreed delivery period. If
advance payment has 'been agreed only for a part of the contract price, the payment conditions of
the remaining amount will be determined according to the rules set forth in this article.
3. If the parties have agreed on payment by documentary credit, then, unless otherwise agreed,
the Buyer must arrange for a documentary credit in favor of the Seller to be issued by a reputable
bank, subject to the Uniform Customs and Practice for Documentary credits published by the
International Chamber of Commerce, and to be notified at least 30 days before the agreed date of
delivery or at least 30 days before the earliest date within the agreed delivery period. Unless
otherwise agreed, the documentary credit shall be payable at sight and allow partial shipments and
transshipments.
4. If the parties have agreed on payment by documentary collection, then unless otherwise
agreed, documents will be tendered against payment (D/P) and the tender will in any case be
subject to the Uniform Rules for Collections published by the International Chamber of Commerce.
5. To the extent that the parties have agreed that payment is to be backed by a bank guarantee,
the Buyer is to provide, at least 30 days before the agreed date of delivery or at least 30 days before
the earliest date within the agreed delivery period, a first demand bank guarantee subject to the
Uniform Rules for Demand Guarantees published by the International Chamber of Commerce, or
a standby letter of credit subject either to such Rules or to the Uniform Customs and Practice for
Documentary Credits published by the International Chamber of Commerce, in either case issued
by a reputable bank.

Article 6: Interest in case of delayed payment

1. If any payment under this agreement is not received by the agreed due date, the Party that
has not received the payment may, at its discretion, impose a late payment fee.
2. The late payment fee will be calculated as 2% of the overdue amount for each 1-week
period beyond the due date.
3. If the parties agreed upon using structured yearly payment plan, the transaction shall be
due on no later than the 1st of December of each year.
Article 7: Retention of title
If the parties have validly agreed on retention of title, the goods shall remain the property of the
Seller until the complete payment of the price, or as otherwise agreed.

Article 8 Contractual term of delivery

Unless otherwise agreed, delivery shall be "Ex Works" (EXW).

Article 9: Documents
Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable
Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.
Article 10: Late-delivery, non-delivery and remedies therefor
1. When there is delay in delivery of any goods, the Buyer is entitled to claim liquidated
damages equal to 0.5% or such other percentage as may be agreed of the price of those goods for
each complete week of delay, provided the Buyer notifies the Seller of the delay. Where the Buyer
so notifies the Seller within 15 days from the agreed date of delivery, damages will run from the
agreed date of delivery or from the last day within the agreed period of delivery. Where the Buyer
so notifies the Seller after 15 days of the agreed date of delivery, damages will run from the date
of the notice. Liquidated damages for delay shall not exceed 5 % of the price of the delayed goods
or such other maximum amount as may be agreed.
2. If the parties have agreed upon a cancellation date in A-12, the Buyer may terminate the
contract by notification to the Seller as regards goods which have not been delivered by such
cancellation date for any reason whatsoever (including a force majeure event).
3. When article 10.2 does not apply and the Seller has not delivered the goods by the date on
which the Buyer has become entitled to the maximum amount of liquidated damages under article
10.1, the Buyer may give notice in writing to terminate the contract as regards such goods, if they
have not been delivered to the Buyer within 5 days of receipt of such notice by the Seller.
4. In case of termination of the contract under article 10.2 or 10.3 then in addition to any
amount paid or payable under article 10.1 the Buyer is entitled to claim damages for any additional
loss not exceeding 10% of the price of the non-delivered goods.
5. The remedies under this article are exclusive of any other remedy for delay in delivery or
non- delivery.

Article 11: Non-conformity of the goods

1. The Buyer shall examine the goods as soon as possible after their arrival at destination and
shall notify the Seller in writing of any lack of conformity of the goods within 15 days from the
date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the
Buyer shall nave no remedy for lack of conformity if he fails to notify the Seller thereof within 12
months from the date of arrival of the goods at the agreed destination.
2. Goods will be deemed to conform to the contract despite minor discrepancies which are
usual in the particular trade or through course of dealing between the parties but the Buyer will be
entitled to any abatement of the price usual in the trade or through course of dealing for such
discrepancies.
3. Where goods are non-conforming (and provided the Buyer, having given notice of the lack
of conformity in compliance with article 11.1, does not elect in the notice to retain them), the Seller
shall at his option:
a. replace the goods with conforming goods, without any additional expense to the Buyer, or
b. repair the goods, without any additional expense to the Buyer, or
c. reimburse to the Buyer the price paid for the nonconforming goods and thereby terminate
the contract as regards those goods.
The Buyer will be entitled to liquidated damages as quantified under article 10.1 for each complete
week of delay between the date of notification of the non-conformity according to article 11.1 and
the supply of substitute goods under article 11.3 (a) or repair under article 11.3 (b) above. Such
damages may be accumulated with damages (if any) payable under article 10.1, but can in no case
exceed in the aggregate 5% of the price of those goods.
4. If the Seller has failed to perform his duties under 11.3 by the date on which the Buyer
becomes entitled to the maximum amount of liquidated damages according to that article, the
Buyer may give notice in writing to terminate the contract as regards the non-conforming goods
unless the supply of replacement goods or the repair is effected within 5 days of receipt of such
notice by the Seller.
5. Where the Contract is terminated under article 11.3 (c) or article 11.4, then in addition to
any amount paid or payable under Article 11.3 as reimbursement of the price and damages for any
delay, the Buyer is entitled to damages for any additional loss not exceeding l0% of the price of
the non- conforming goods.
6. Where the Buyer elects to retain non-conforming goods, he shall be entitled to a sum equal
to the difference between the value of the goods at the agreed place of destination if they had
conformed with the Contract and their value at the same place as delivered, such sum not to exceed
15% of the price of those goods.
7. Unless otherwise agreed in writing, the remedies under this article 11 are exclusive of any
other remedy for nonconformity.
8. Unless otherwise agreed in writing, no action for lack of conformity can be taken by the
Buyer, whether before judicial or arbitral tribunals, after 2 years from the date of arrival of the
goods. It is expressly agreed that after the expiry of such term, the Buyer will not plead non-
conformity of the goods, or make a counterclaim thereon, in defense to any action taken by the
Seller against the Buyer for non-performance of this Contract.

Article 12: Cooperation between the parties

1. The Buyer shall promptly inform the Seller of any claim made against the Buyer by his
customers or third parties concerning the goods delivered or intellectual property rights related
thereto.
2. The Seller will promptly inform the Buyer of any claim which may involve the product
liability of the Buyer.

Article 13: Force majeure

1. A party is not liable for a failure to perform any of his obligations in so far as he proves
that the failure was due to an impediment beyond his control, and
a. that he could not reasonable be expected to have taken the impediment and its effects upon
his ability to perform into account at the time of the conclusion of the contract, and
b. that he could not reasonably have avoided or overcome it or its effects.
2. A party seeking relief shall, as soon as practicable after the impediment and its effects upon
his ability to perform become known to him, give notice to the other party of such impediment and
its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.
3. Failure to give either notice makes the party thus failing liable in damages for loss which
otherwise could have been avoided.
4. Without prejudice to article 10.2, a ground of relief under this clause relieves the party
failing to perform from liability in damages, from penalties and other contractual sanctions, and
from the duty to pay interest on money owing, as long as and to the extent that the ground subsists.
5. If the grounds of relief subsist for more than six months, either party shall be entitled to
terminate the contract without notice.

Article 14: Resolution of disputes

1. Unless otherwise agreed in writing, all disputes arising in connection with the present
contract shall be finally settled under the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said Rules.
2. An arbitration clause does not prevent any party from requesting interim or conservatory
measures from the courts.